Grafton Ventures and 763997 Alberta (formerly Target Capital) announce amalgamation agreement

Torys is acting as counsel to Grafton with a team led by Scott Cochlan and Mike Pedlow and that includes Logan Orr, Nick Ettinger and Devan Fafard (corporate/M&A).

On March 15, 2024, 763997 Alberta Ltd. (formerly Target Capital Inc.) (“TCI“) and Grafton Ventures Energy Holdings Corp. (“Grafton”), announced that they have entered into an amalgamation agreement, dated March 14, 2024, together with 2595456 Alberta Ltd. (“Subco“), a wholly-owned subsidiary of TCI, to complete the previously announced business combination transaction that will result in the reverse take-over of TCI by Grafton. On completion of the transaction, TCI will carry on the oil and gas exploration and production business of Grafton under the name “Westgate Energy Inc.” (“Westgate“).

Under the terms of the amalgamation agreement, TCI and Grafton will complete the transaction by way of a three-cornered amalgamation whereby Subco and Grafton will amalgamate. Each common share of Grafton will be exchanged for 0.3443 common shares of Westgate, on a post-Consolidation basis, at a deemed price of C$0.44 per share of Westgate, and each convertible, exchangeable or exercisable security of Grafton will be exchanged for a convertible, exchangeable or exercisable security of Westgate on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of Grafton (or adjusted in accordance with the terms of such securities to reflect the completion of the transaction).

To facilitate the name change to “Westgate Energy Inc.” at closing of the transaction, TCI changed its name from “Target Capital Inc.” to “763997 Alberta Ltd.” on January 31, 2024 in accordance with shareholder approval obtained by it at the annual general and special meeting of shareholders held on January 31, 2023.

Completion of the transaction is expected to occur in April or May of 2024, subject to certain customary conditions, including but not limited to, the approval of the TSX Venture Exchange (the “TSXV“), the completion of the non-brokered private placement and the brokered private placement led by Eight Capital, approval by the shareholders of Grafton, and the consolidation of the common shares of TCI on a 40-for-1 basis.

Closing of the brokered private placement of subscription receipts of Grafton led by Eight Capital was announced later on March 15, 2024.

Further information can be found on Canada Newswire’s website.

Westgate will be an oil and gas exploration and production business, focused on the emerging Mannville Stack fairway located in East-Central Alberta and West Central Saskatchewan.